Limited Guarantee Sample Contracts

Cannae Holdings, Inc. – Limited Guarantee (August 13th, 2018)

LIMITED GUARANTEE, dated as of August 8, 2018 (this "Limited Guarantee"), by Cannae Holdings, Inc., a Delaware corporation (the "Guarantor"), in favor of The Dun & Bradstreet Corporation, a Delaware corporation (the "Guaranteed Party").

Limited Guarantee (June 20th, 2018)

THIS LIMITED GUARANTEE, dated as of June 17, 2018 (this "Limited Guarantee"), is made by B. Riley Financial, Inc., a Delaware corporation (the "BR Guarantor"), and Vintage RTO, L.P., a Delaware limited partnership (the "VRTO Guarantor") (the BR Guarantor and the VRTO Guarantor each, a "Guarantor" and collectively the "Guarantors"), in favor of Rent-A-Center, Inc., a Delaware corporation (the "Company"). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (without regard to any amendments thereto unless such amendments are approved by the Guarantors in accordance with Section 8 of this Limited Guarantee, the "Merger Agreement"), by and among the Company, Vintage Rodeo Parent, LLC, a Delaware limited liability company ("Parent"), and Vintage Rodeo Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in

Limited Guarantee (June 20th, 2018)

THIS LIMITED GUARANTEE ("Guarantee") made as of June 15, 2018, by George Feldenkreis, individually ("Guarantor"), in favor of Perry Ellis International, Inc., a Florida corporation (the "Company").

Synutra International – Limited Guarantee (November 17th, 2016)

LIMITED GUARANTEE, dated as of November 17, 2016 (this "Limited Guarantee"), by Mr. Liang Zhang and Ms. Xiuqing Meng (the "Guarantors" and each, a "Guarantor") in favor of Synutra International, Inc., a Delaware corporation (the "Guaranteed Party"). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

Synutra International – Limited Guarantee (November 17th, 2016)

LIMITED GUARANTEE, dated as of November 17, 2016 (this "Limited Guarantee"), by Mr. Liang Zhang and Ms. Xiuqing Meng (the "Guarantors" and each, a "Guarantor") in favor of Synutra International, Inc., a Delaware corporation (the "Guaranteed Party"). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

Limited Guarantee (August 3rd, 2016)

This LIMITED GUARANTEE, dated as of August 3, 2016 (this Limited Guarantee), is made by Vector Capital IV, L.P. (the Guarantor), in favor of Sizmek Inc., a Delaware corporation (the Company). Reference is hereby made to that certain Agreement and Plan of Merger, dated on the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the Merger Agreement), by and among Solomon Holding, LLC, a Delaware limited liability company (Parent), Solomon Merger Subsidiary, Inc., a Delaware corporation (Merger Sub) and Sizmek Inc., a Delaware corporation (the Company). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

Guarantee of Teva Pharmaceutical Industries Limited GUARANTEE 0.500% Notes Due 28 July 2022 (In the Meaning of Article 111 of the Swiss Federal Code of Obligations, the Guarantee) Dated as of 28 July 2016 by Teva Pharmaceutical Industries Limited (July 28th, 2016)

In the event that any payments by or on behalf of the Guarantor to the Principal Paying Agent shall be made subject to withholding or deduction for any such relevant taxes, duties, assessments or governmental charges so required by law, such additional amounts (the Additional Amounts) shall be payable by the Guarantor as may be necessary in order that the net amounts received by the Principal Paying Agent on behalf of a Noteholder after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable by the Principal Paying Agent in respect of the relevant Notes in the absence of such withholding or deduction. However, no such Additional Amounts shall be payable on account of any taxes, duties or governmental charges which:

Guarantee of Teva Pharmaceutical Industries Limited GUARANTEE 0.125% Notes Due 27 July 2018 (In the Meaning of Article 111 of the Swiss Federal Code of Obligations, the Guarantee) Dated as of 28 July 2016 by Teva Pharmaceutical Industries Limited (July 28th, 2016)

In the event that any payments by or on behalf of the Guarantor to the Principal Paying Agent shall be made subject to withholding or deduction for any such relevant taxes, duties, assessments or governmental charges so required by law, such additional amounts (the Additional Amounts) shall be payable by the Guarantor as may be necessary in order that the net amounts received by the Principal Paying Agent on behalf of a Noteholder after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable by the Principal Paying Agent in respect of the relevant Notes in the absence of such withholding or deduction. However, no such Additional Amounts shall be payable on account of any taxes, duties or governmental charges which:

Guarantee of Teva Pharmaceutical Industries Limited GUARANTEE 1.000% Notes Due 28 July 2025 (In the Meaning of Article 111 of the Swiss Federal Code of Obligations, the Guarantee) Dated as of 28 July 2016 by Teva Pharmaceutical Industries Limited (July 28th, 2016)

In the event that any payments by or on behalf of the Guarantor to the Principal Paying Agent shall be made subject to withholding or deduction for any such relevant taxes, duties, assessments or governmental charges so required by law, such additional amounts (the Additional Amounts) shall be payable by the Guarantor as may be necessary in order that the net amounts received by the Principal Paying Agent on behalf of a Noteholder after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable by the Principal Paying Agent in respect of the relevant Notes in the absence of such withholding or deduction. However, no such Additional Amounts shall be payable on account of any taxes, duties or governmental charges which:

Limited Guarantee (June 28th, 2016)

This limited guarantee (Guarantee) dated as of June 27, 2016, of Dynegy Inc., a corporation organized under the laws of the State of Delaware (Guarantor), is for the benefit of and delivered to GDF SUEZ Energy North America, Inc., a Delaware corporation (Company).

China Yida Holding Co. – Amended and Restated Limited Guarantee (April 13th, 2016)

THIS AMENDED AND RESTATED LIMITED GUARANTEE, dated as of April 12, 2016 (this "Limited Guarantee"), by Mr. Minhua Chen and Mrs. Yanling Fan (the "Guarantors" and each, a "Guarantor") in favor of China Yida Holding Co., a Nevada corporation (the "Guaranteed Party"). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

China Yida Holding Co. – Limited Guarantee (March 10th, 2016)

LIMITED GUARANTEE, dated as of March 8, 2016 (this "Limited Guarantee"), by Mr. Minhua Chen and Mrs. Yanling Fan (the "Guarantors" and each, a "Guarantor") in favor of China Yida Holding Co., a Nevada corporation (the "Guaranteed Party"). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

Limited Guarantee (March 1st, 2016)

This limited guarantee ("Guarantee") dated February 24, 2016, of Dynegy Inc., a corporation organized under the laws of the State of Delaware ("Guarantor"), is for the benefit of and delivered to GDF SUEZ Energy North America, Inc., a Delaware corporation ("Company").

Amendment No. 1 to Limited Guarantee (August 10th, 2015)

THIS AMENDMENT NO. 1 TO LIMITED GUARANTEE, dated as of April 3, 2015 (this "Amendment") is entered into by ENCORE CAPITAL GROUP, INC., a Delaware corporation ("Guarantor") in favor of Wells Fargo Bank, N.A. a national banking association ("Lender"). Capitalized terms used and not otherwise defined herein are used as defined in the Limited Guarantee (as defined below).

Limited Guarantee (May 18th, 2015)

This Limited Guarantee, dated as of May 17, 2015 (this Limited Guarantee), is made by Brookfield Capital Partners IV L.P. (the Guarantor), in favor of GrafTech International Ltd., a Delaware corporation (the Guaranteed Party). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).

Limited Guarantee (May 18th, 2015)

This Limited Guarantee, dated as of May 17, 2015 (this Limited Guarantee), is made by Brookfield Capital Partners IV L.P. (the Guarantor), in favor of GrafTech International Ltd., a Delaware corporation (the Guaranteed Party). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER by and Among BCP IV GRAFTECH HOLDINGS LP, ATHENA ACQUISITION SUBSIDIARY INC. And GRAFTECH INTERNATIONAL LTD. Dated as of May 17, 2015 (May 18th, 2015)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of May 17, 2015 by and among BCP IV GrafTech Holdings LP, a Delaware limited partnership (Parent), Athena Acquisition Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub), and GrafTech International Ltd., a Delaware corporation (the Company).

Limited Guarantee (May 4th, 2015)

This Limited Guarantee, dated as of May 4, 2015 (this Limited Guarantee), is made by Brookfield Capital Partners IV L.P. (the Guarantor), in favor of GrafTech International Ltd., a Delaware corporation (the Guaranteed Party). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Investment Agreement (as defined below).

Limited Guarantee (March 24th, 2015)

LIMITED GUARANTEE, dated as of March 22, 2015 (this Limited Guarantee), by Welsh, Carson, Anderson & Stowe XII, L.P. and Select Medical Corporation (each, a Guarantor and collectively, the Guarantors), in favor of Humana Inc., a Delaware corporation (the Guaranteed Party).

STOCK PURCHASE AGREEMENT by and Among MJ ACQUISITION CORPORATION, CONCENTRA INC. And HUMANA INC. Dated: March 22, 2015 (March 24th, 2015)

STOCK PURCHASE AGREEMENT, dated as of March 22, 2015, by and among MJ Acquisition Corporation, a Delaware corporation (Buyer), Concentra Inc., a Delaware corporation (the Company), and Humana Inc., a Delaware corporation (Seller).

NorthStar Healthcare Income, Inc. – Limited Guarantee (November 13th, 2014)

Limited Guarantee, dated as of November 7, 2014 (this "Limited Guarantee"), by NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership (the "Guarantor"), in favor of Extendicare International Inc., a corporation existing under the laws of Canada (the "Vendor"). Reference is hereby made to the Share Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), between the Vendor and FC Domino Acquisition, LLC, a Delaware limited liability company (the "Purchaser"). Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Purchase Agreement.

Limited Guarantee (October 15th, 2014)

THIS LIMITED GUARANTEE, dated as of October 10, 2014 (this Limited Guarantee), is made by Novacap TMT IV, L.P. a limited partnership organized under the laws of Quebec (the Guarantor), in favor of Dialogic Inc., a Delaware corporation (the Company), Special Value Opportunities Fund, LLC, a Delaware limited liability company (SVOF), Special Opportunities Expansion Fund, LLC, a Delaware limited liability company (SOEF), and Tennenbaum Opportunities Partners V, LP, a Delaware limited partnership (TOP and, together with SVOF and SOEF, the Tennenbaum Funds). Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated on the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the Merger Agreement), by and among Dialogic Group Inc., a Quebec corporation (Parent), Dialogic Merger Inc., a Delaware corporation (Merger Sub) and the Company; and (ii) that certain Agreement to Exchange, Tender and Sell (as the same may be amended,

Sino Gas International Holdings, Inc. – Limited Guarantee (April 3rd, 2014)

LIMITED GUARANTEE, dated as of April 3, 2014 (this "Limited Guarantee"), by Mr. Yuchuan Liu (the "Chairman"), Morgan Stanley Private Equity Asia IV Holdings Limited ("MSPEA") and Zhongyu Gas Holdings Limited (the "Investor", and, together with the Chairman and MSPEA, the "Guarantors" and each, a "Guarantor") in favor of Sino Gas International Holdings, Inc., a Utah corporation (the "Guaranteed Party"). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

Ironwood Gold Corp. – Unlimited Guarantee (March 27th, 2014)

Whereas the undersigned (each hereinafter referred to as the Guarantor) has agreed to provide ALPHA CAPITAL ANSTALT (hereinafter referred to as the Lender) with a guarantee of the Obligations (as hereinafter defined) of IRONWOOD GOLD CORP. (IRONWOOD)

Cbl & Associates Limited Partnership – Limited Guarantee (November 26th, 2013)

This limited guarantee (this "Limited Guarantee") dated November 26, 2013, is entered into by CBL & Associates Properties, Inc., a Delaware corporation (the "Limited Guarantor"), 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000.

Golden Tan – Limited Guarantee (September 23rd, 2013)

LIMITED GUARANTEE, dated as of September 23, 2013 (this "Limited Guarantee"), by Mr. Zishen Wu and MSPEA Agriculture Holding Limited (the "Guarantors" and each, a "Guarantor") in favor of Yongye International, Inc., a Nevada corporation (the "Guaranteed Party"). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

Tropicana Entertainment Inc. – Limited Guarantee (August 21st, 2013)

This Limited Guarantee (this "Guarantee") is made as of August 16, 2013, by Tropicana Entertainment Inc., a Delaware corporation ("Guarantor"), in favor of Pinnacle Entertainment, Inc., a Delaware corporation ("Parent") and Casino Magic, LLC, a Minnesota limited liability company ("Holdco" and, together with Parent, "Sellers").

Limited Guarantee (August 21st, 2013)

This Limited Guarantee (this Guarantee) is made as of August 16, 2013, by Tropicana Entertainment Inc., a Delaware corporation (Guarantor), in favor of Pinnacle Entertainment, Inc., a Delaware corporation (Parent) and Casino Magic, LLC, a Minnesota limited liability company (Holdco and, together with Parent, Sellers).

Limited Guarantee (August 8th, 2013)

LIMITED GUARANTEE dated as of May 15, 2013 (this Limited Guarantee), by ENCORE CAPITAL GROUP, INC., a Delaware corporation (Guarantor) in favor of WELLS FARGO BANK, N.A., a national banking association (Wells Fargo Bank).

AsiaInfo Holdings, Inc. – Limited Guarantee (May 13th, 2013)

LIMITED GUARANTEE dated as of May 12, 2013 (this Limited Guarantee), by CITIC Capital MB Investment Limited (the Guarantor), in favor of AsiaInfo-Linkage, Inc., a Delaware corporation (the Guaranteed Party).

AsiaInfo Holdings, Inc. – Limited Guarantee (May 13th, 2013)

LIMITED GUARANTEE dated as of May 12, 2013 (this Limited Guarantee), by CBC TMT III Limited (the Guarantor), in favor of AsiaInfo-Linkage, Inc., a Delaware corporation (the Guaranteed Party).

AsiaInfo Holdings, Inc. – Limited Guarantee (May 13th, 2013)

LIMITED GUARANTEE dated as of May 12, 2013 (this Limited Guarantee), by InnoValue Capital Ltd. (the Guarantor), in favor of AsiaInfo-Linkage, Inc., a Delaware corporation (the Guaranteed Party).

AsiaInfo Holdings, Inc. – Limited Guarantee (May 13th, 2013)

LIMITED GUARANTEE dated as of May 12, 2013 (this Limited Guarantee), by Power Joy (Cayman) Limited (the Guarantor), in favor of AsiaInfo-Linkage, Inc., a Delaware corporation (the Guaranteed Party).

AsiaInfo Holdings, Inc. – Limited Guarantee (May 13th, 2013)

LIMITED GUARANTEE dated as of May 12, 2013 (this Limited Guarantee), by InnoValue Capital Ltd. (the Guarantor), in favor of AsiaInfo-Linkage, Inc., a Delaware corporation (the Guaranteed Party).

AsiaInfo Holdings, Inc. – Limited Guarantee (May 13th, 2013)

LIMITED GUARANTEE dated as of May 12, 2013 (this Limited Guarantee), by CBC TMT III Limited (the Guarantor), in favor of AsiaInfo-Linkage, Inc., a Delaware corporation (the Guaranteed Party).